Ng Giap Hon v Westcomb Securities Pte Ltd and Others

• Jurisdiction: Singapore
• Judge: Choo Han Teck J
• Judgment Date: 26 June 2008
• Neutral Citation: [2008] SGHC 101
• Court: High Court (Singapore)
• Published date: 27 June 2008
• Year: 2008
• Plaintiff Counsel: Ragbir Singh Bajwa (instructed) and Kelvin Lee Ming Hui (Lee Shergill Partnership)
• Defendant Counsel: David Chan Ming Onn and Georgina Lum Baoling (Shook Lin & Bok)
• Subject Matter: Contract,Tort
• Citation: [2008] SGHC 101

26 June 2008 Judgment reserved.

Choo Han Teck J:

1 The plaintiff was a licensed remisier and was an agent of the first defendant, a stock broking company. The latter held a “Capital Market Services” licence issued by the Monetary Authority of Singapore. This licences the company to deal in securities and also provide custodial services for securities. The second defendant was the holding company of the first and third defendants. The third defendant was a company that provided advisory services in respect of corporate finance. It also held a Capital Market Services licence. The fourth defendant was the Chief Executive Officer of the second defendant. The fifth defendant was a director of the first defendant (from 21 June 2004). The plaintiff was an agent of the first defendant insofar as he had signed an agency agreement with it. That agreement, dated 3 May 2005 (“the agency agreement”), was the basis of the plaintiff’s claim for damages for breach of contract in this action. His claim against the second to fifth defendants was based on the tort of conspiracy in wrongfully causing the first defendant to breach its contract with the plaintiff. The claim concerned two parties that the plaintiff claimed were his clients and the placement shares those two clients obtained. The plaintiff claimed that he was entitled to commission in respect of the placement shares issued to them. The clients in question were Julian Lionel Sandt (“Sandt”), an individual client, and Aktieninvestor.com Ag (“Aktien”), a German fund. Sandt was the Chief Executive Officer of Orchid Capital Limited (“Orchid Capital”). About 15 March 2006 Sandt, on behalf of a subsidiary of Orchid Capital, namely, Orchid Emarb Limited, opened a trading account with the first defendant through the plaintiff.. Aktien opened an account with the first defendant. The first defendant averred that this was not done through the plaintiff, a claim that the plaintiff disputed.

2 The subject matter of the plaintiff’s claim was the commissions due in respect of the placement shares in Initial Public Offerings (“IPO”) that were allocated to Sandt and Aktien. The IPOs concerned were chiefly, Natural Cool Holdings Ltd (“Natural Coo”) and Sweiber Holdings Ltd (“Sweiber”). Sandt subscribed for 1,500,000 shares in Natural Cool at $0.20 a share, and 750,000 shares in Sweiber at $0.355 a share. The plaintiff claimed that he was entitled to commissions on those placements by virtue of the agency agreement. Clause 6 of the agreement that the plaintiff relied on provided as follows:

The [first defendant] shall pay [the plaintiff] a commission of 40% of the commission charged by [the first defendant] to clients on transactions that are dealt by or through the [plaintiff] in the name of the [first defendant] during the period twelve months from the date of the commencement of this Agreement. Thereafter, the commission rate will be adjusted to 50% of the commission charged by the [first defendant] to clients on transactions that are dealt by or through the [plaintiff] in the name of the [first defendant].

Aktien subscribed to Natural Cool and Sweiber shares through the second defendant. The plaintiff claimed that Aktien ought to have been his client because the account opening form was sent by him to Aktien but the fifth defendant intervened without the plaintiff’s knowledge, and told Aktien to submit the account opening form through the second defendant.

3 The plaintiff claimed that he was the person to have formally asked Aktien to open a client account with him in the first defendant company. I find that that was probably so, but it was not a fact of significance for the reasons I will elaborate on shortly. I also accept that the...